Flying Nickel Announces Filing and Mailing of Management Information Circular in Connection with Special Meeting of Shareholders to Approve Arrangement with Norway House Cree Nation
VANCOUVER, British Columbia, September 23, 2024 – Flying Nickel Mining Corp. (TSX-V: FLYN; OTCQB: FLYNF) (“Flying Nickel”) is pleased to announce that it has received the interim order of the British Columbia Supreme Court in relation to its previously announced sale of its Minago Nickel project and its related assets and undertaking (the “Purchased Assets”) located in the Thompson Nickel Belt of Manitoba, Canada (the “Minago Assets”) to Norway House Cree Nation (“NHCN”) via its wholly owned subsidiary 10197729 Manitoba Inc. (the “Purchaser”) pursuant to an amended and restated arrangement agreement dated September 17, 2024 between Flying Nickel, NHCN and the Purchaser by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). In consideration for the Purchased Assets, among other things, the Purchaser and NHCN shall pay to Flying Nickel $8,000,000 in cash and surrender all of the common shares in the capital of Flying Nickel (“Shares”) held by NHCN, being 17,561,862 Shares. Flying Nickel is also pleased to announce that its notice of special meeting of shareholders (the “Meeting”) and management information circular (the “Circular”) are now available on Flying Nickel’s website at https://cleantechvanadium.com/investor/agm/ as well as under Flying Nickel’s profile on SEDAR+ (www.sedarplus.ca). Flying Nickel has commenced delivery of the Circular and related materials for the Meeting which is to be held on October 21, 2024 at 10:30 a.m. (Vancouver Time) at the offices of MLT Aikins LLP located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada.
Meeting Details
At the Meeting, shareholders of Flying Nickel (the “Shareholders”) will be asked to consider and vote on a special resolution approving the Arrangement (the “Arrangement Resolution”).
The Arrangement constitutes a “Non-Arm’s Length Party Transaction” as defined in the policies of the TSX Venture Exchange. As such, in order to become effective, the Arrangement Resolution must be approved by not less than: (i) two-thirds (2/3) of the votes cast thereon by the Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting excluding Shares held by Shareholders excluded pursuant to the policies of the TSX Venture Exchange and items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Board of Directors of Flying Nickel (with Neil Duboff recused) unanimously
recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution
Shareholders are encouraged to read the Circular and vote the Shares as soon as possible. The deadline for voting the Shares is at 10:30 a.m. (Vancouver time) on October 17, 2024.
Strategic Rationale for the Arrangement
The following is a summary of the principal reasons for the unanimous recommendations of Flying Nickel’s Board of Directors (with Neil Duboff recused) (the “Board”) that Shareholders vote IN FAVOUR of the Arrangement Resolution.
- Resources Necessary to Develop the Project. The Minago project requires significant financial and other resources to maintain and further develop. Additionally, the Minago project will require significant regulatory approvals and collaboration with numerous outside parties including from First Nations and other stakeholders. The costs and timing to advance the project is expected to be significant and funding and other strategic opportunities for exploration stage resource issuers have been significantly negatively impacted by general economic and market conditions largely outside of the control of Flying Nickel. The Arrangement represents an opportunity to capitalize on a strategic asset of Flying Nickel and allows Flying Nickel to focus on its new Gibellini Vanadium Project.
- Cash Consideration. A significant portion of the consideration agreed by the parties under the Arrangement Agreement, being $8,000,000, up to $200,000 in legal expenses and up to $60,000 in reimbursements for claims maintenance, will be paid entirely in cash. Accordingly, the Arrangement will provide liquidity and reasonable certainty of value for the Arrangement.
- Share Surrender. As part of the consideration agreed by the parties under the Arrangement Agreement, 17,561,862 Shares, representing approximately 11.41% of the issued and outstanding Shares, will be surrendered for cancellation. This will cause the interest of the Shareholders, other than NHCN, in Flying Nickel to appreciate relative to their pre-Arrangement interest.
- Review of Strategic Alternatives. Prior to entering into the Arrangement Agreement, the Board evaluated, with input from management, the business and strategic opportunities of Flying Nickel with the objective of maximizing Shareholder value in a manner consistent with the best interests of Flying Nickel.
- Conduct of Flying Nickel’s Business. The Board believes that the restrictions imposed on Flying Nickel’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
- Credibility of the Purchaser to Complete the Arrangement. The Purchaser under the Arrangement Agreement is an entity wholly-owned by NHCN, a sophisticated party with in depth knowledge of the Minago Assets. In addition, no financing condition was included in favour of the Purchaser in the Arrangement Agreement. Accordingly, the Board concluded that the risk is low that the Purchaser will not complete the transactions under the Arrangement Agreement and presuming all conditions to closing are satisfied.
- Reasonable Completion Time. The Board believe that the transactions contemplated by the Arrangement Agreement can completed before the outside date following the Meeting, presuming Shareholders approve the Arrangement Resolution.
Additional details with respect to the Arrangement, the reasons for the unanimous recommendations (with Neil Duboff recused) of the Board as well as the potential benefits and risks are described in the Circular, which Shareholders are urged to read in its entirety.
About Flying Nickel Mining Corp.
Flying Nickel is an exploration-stage mining company focused on vanadium and nickel resources. The Company owns a 100% interest in the Gibellini vanadium project in Nevada, United States and a 100% interest in the Minago nickel project in the Thompson nickel belt in Manitoba, Canada.
Further information on Flying Nickel can be found at www.flynickel.com.
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee
Chief Executive Officer
For more information about Flying Nickel, please contact:
Suite 1610 – 409 Granville Street
Vancouver, BC V6C 1T2
Phone: 1.877.664.2535 / 1.877.6NICKEL
Email: info@flynickel.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements and Cautionary Disclaimers
References to $ herein refer to the lawful currency of Canada.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Arrangement is subject to a number of conditions, including but not limited to the standard closing conditions contained in the Arrangement Agreement, TSXV acceptance, court and disinterested shareholder approval. Where applicable, the Arrangement cannot close until the required approvals are obtained.
There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Flying Nickel should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release.
This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain “forward-looking statements” and “forward-looking information” under applicable Canadian and United States securities laws. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the Arrangement, the number of Shares owned and expected to be owned by certain parties who are executing voting support agreements, and the ability of Flying Nickel to obtain the requisite TSXV, shareholder, court and other approvals in connection with the Arrangement. Except for statements of historical fact relating to Flying Nickel, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur, including, without limitation, that all conditions precedent to the Arrangement will be met and the realization of the anticipated benefits derived therefrom for shareholders of Flying Nickel and perception of (i) the quality and the potential of Flying Nickel’s assets, (ii) the consideration offered to Flying Nickel, and (iii) the potential of Flying Nickel’s business following completion of the Arrangement. Forward-looking statements are based on the opinions and estimates of management of Flying Nickel at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Flying Nickel, there is no assurance they will prove to be correct and are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions; cash flow and availability of financing; the ability of Flying Nickel to obtain the requisite court, shareholder, TSXV and other third party approvals; the ability of Flying Nickel, the Purchaser and NHCN to satisfy all conditions precedent to the Arrangement Agreement; exercise of any dissent rights, trades in the market, issuances of securities or exercises of convertible securities and other factors that could alter the share capital of Flying Nickel or other parties; risks relating to the availability and timeliness of permitting and governmental approvals; supply of, and demand for metals; fluctuating commodity prices and currency exchange rates; the possibility of project cost overruns or unanticipated costs and expenses; labour disputes and other risks of the mining industry.
These factors and certain applicable other risk factors to the Arrangement are discussed in greater detail in the Circular and in Flying Nickel’s most recent MD&A filed on SEDAR+ at www.sedarplus.ca, which also provide additional general assumptions in connection with these statements. Flying Nickel cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Flying Nickel believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although Flying Nickel has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Flying Nickel undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered as the property is developed. Further, Flying Nickel may make changes to its business plans that could affect results.
